A.
Dear Client,
To shift the registered office of a registered company from one state to another the following steps are required to be complied with as per the provision of the Companies Act, 2013., (1) The company must approve a Special Resolution at the Extraordinary General Meeting(EGM) to change the registered office from one state to another and to change the company's Memorandum of Association(MOA). (2) Within thirty days of enacting the Special Resolution to modify the registered office and revise the MOA, Form MGT-14 must be filed with the ROC along with a copy of the Special Resolution and a copy of the explanatory statement as required under section 102 of the Companies Act, 2013 and a copy of altered MOA. (3) According to Section 13(4) of the Companies Act, 2013, the alteration of the memorandum of association of the company relating to the place of the registered office from one state to another shall not have any effect unless it is approved by the Central Government(nowadays the Regional Director's office) on an application in E-form INC-23 to be filed in the manners as prescribed under Rule 30 and Rule 31 of the Companies (Incorporation) Rules, 2014. (4) The Company has to Publish a notice in Form No.INC.26, in the vernacular newspaper in the principal vernacular language in the district in which the registered office of the company is situated and one in English language in an English newspaper(with wide circulation) in the state in which the registered office of the company is situated. (5) The copy of the advertisement immediately after its publication shall be served to the Central Government (nowadays the Regional Director's office) to be sent by registered post with an acknowledgment due endorsing Individual Notice as per Rule 30(5)(b) shall be sent for inviting objection from the Creditors and Debenture Holders, if any not more than 30 days before the filing of INC-23 and notice together with the copy of application/petition as per Rule 30(5)(c) to the ROC, SEBI [If applicable], Chief Secretary of the concerned State Government and any other concerned regulatory authority not more than 30 days before the filing of INC-23. (6) Application/Petition shall be filed with ROC in e-form GNL-1 with the relevant documents. (7) To file E-form INC-23 for application to Regional Directors, MCA. within one month along with a list of creditors and the relevant documents. To submit a hard copy of the Application/Petition along with all documents and file INC-23 along with challan at the concerned Regional Director Office. (8) To file E-form INC-22 for notice of change of situation of the registered office of the company within 30 days of approval of the new address along with the relevant documents as prescribed under the Companies Act,2013. (9) On completion of these formalities, Registrars of both states will approve the form and registered office change will be updated in the register of the Registrar and a new Certificate of Incorporation will be issued by the Registrar of the State within 30 days, where the company’s registered office is going to be shifted. It is important to note that the shifting of registered office shall not be allowed if any inquiry, inspection, or investigation has been initiated against the Company or any prosecution is pending against the Company under the Act. Reach out to an Advocate dealing with corporate affairs for more clarifications and steps.
Posted On 27-Jun-2024
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